The Directors have the pleasure in presenting the Eleventh Annual Report, together with the Audited Accounts of your Company, for the Financial Year ended on 31st March, 2018. The summarized financial performance of your Company is as under:

FINANCIAL RESULTS AND OPERATIONS:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

Year ended March 31, 2018

Year ended March 31, 2017

Year ended March 31, 2018

Year ended March 31, 2017

Gross Revenue

6,417.43

1,672.83

25,071.86

14,277.56

Total expenses

2,365.77

1,398.89

15,331.98

14,603.48

Profit/(Loss) from operation before Share of Profit/(Loss) of Associates (revenue)

4,051.66

273.94

9,739.88

(325.92)

Share of Profit / (Loss) of Associates

-

-

(6,267.84)

(5,846.98)

Profit / (Loss) before tax

4,051.66

273.94

3,472.04

(6,172.90)

Tax Expenses

Current tax

863.90

53.82

863.90

59.34

Deferred tax

295.96

-

293.54

-

Profit/ (Loss) for the year

2,891.80

220.12

2,314.60

(6,232.24)

Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes)

(5.27)

(32.42)

(4.67)

(31.81)

Total Comprehensive Income for the year

2,886.53

187.70

2,309.93

(6,264.05)

Profit for the year attributable to:

Owners of the Company

-

-

2,330.76

(6,230.77)

Non-Controlling Interest

-

-

(16.16)

(1.47)

Other Comprehensive Income for the year attributable to:

Owners of the Company

-

-

(4.67)

(31.82)

Non-Controlling Interest

-

-

-

0.01

Total Comprehensive Income for the year attributable to:

Owners of the Company

-

-

2,326.09

(6,262.59)

Non-Controlling Interest

-

-

(16.16)

(1.46)

Balance brought forward from the previous year

160.81

(26.89)

(13,055.48)

(6,662.03)

Adjustment on Consolidation*

-

-

-

(130.86)

Profit available to Owners for appropriation

2,891.80

220.12

2,330.76

(6,230.77)

Appropriations:

Dividend

(420.00)

-

(420.00)

-

Tax on Dividend

(85.45)

-

(85.45)

-

Adjustment of Other Comprehensive Income: Gain (Loss)

(5.27)

(32.42)

(4.67)

(31.82)

Balance carried to Balance Sheet

2,541.89

160.81

(11,234.84)

(13,055.48)

Note: The above figures have been extracted from the Standalone and Consolidated Financial Statements of the Company, for the Financial Year ended on March 31, 2018, prepared as per Indian Accounting Standards (Ind-AS).

*Pursuant to the requirement of section 129(3) of the Companies Act, 2013, the Company had prepared its Consolidated Financial Statement for the first time in the financial year 2014-15. During the financial year 2016-17, the Company had prepared its Consolidated financial statement for the financial year 2013-14 for the purpose of disclosure in offer documents for proposed issue of securities. Consequently, the impact of related party transactions elimination for financial year 2013-14 amounting to Rs. 130.86 lakh has been adjusted with the opening balance of retained earnings during financial year 2016-17.

During the year under review, your Company has earned on a Standalone basis, Net Profit of Rs. 2891.80 Lakhs, as against Net Profit of Rs. 220.12 Lakhs earned in the previous Financial Year. Gross Revenue was Rs. 6417.43 Lakhs as against Rs. 1672.83 Lakhs in the previous Financial Year.

Your Company has, beginning 1st April, 2017, adopted the Indian Accounting Standards for the first time, with a transition date of 1st April, 2016. The Annual Audited Standalone and Consolidated Financial Statements for the year under review, have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS), prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures w.r.t key impact areas and other adjustments upon transition to Ind-AS reporting have been made under the Notes to the Financial Statements.

DIVIDEND

Interim Dividend

The Board of Directors at its meeting held on 2nd November, 2017, approved payment of Interim Dividend of Rs. 0.50 (5%) per Equity Share on 8,39,50,000 Equity Shares of the Company of Rs. 10 each, fully paid-up, aggregating to Rs. 4.20 crore (exclusive of Dividend Distribution Tax) out of the profits of the Company for the Financial Year 2017-18. Interim dividend was paid on 27th November, 2017 to such members, whose name appeared in the Register of Members as on the record date, i.e., 17th November, 2017.

Final Dividend

In addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend of Rs. 0.50 (5%) per Equity Share, on 8,39,50,000 Equity Shares of the Company, of Rs. 10 each, fully paid-up, for the Financial Year ended on 31st March, 2018, subject to the approval of the Members at the ensuing Annual General Meeting. The Dividend, will entail a cash outflow of Rs. 4.20 crore (exclusive of Dividend Distribution Tax).

Final dividend, if approved by the Shareholders, taken together with the Interim Dividend, will amount to a total dividend of Rs. 1 (10%) per Equity Share, for the Financial Year 2017-18.

TRANSFER TO RESERVES

No amount has been transferred to any Reserve during the year under review.

PROMOTERS’ GROUP SHAREHOLDING

As on March 31, 2018, the total shareholding of Promoter Group of your Company is 65.10% in the Paid-up Share Capital of the Company.

As on March 31, 2018, 18.30% of the Promoters’ Group shareholding is under pledge. Further, in compliance with Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”), the entire shareholding of Promoter(s) and Promoter group is in dematerialized form.

PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits covered under Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

SUBSIDIARY & ASSOCIATE COMPANIES

During the year under review, in terms of the Securities Purchase Agreement (SPA), executed amongst your Company, Guruvayoor Infrastructure Private Limited (GIPL), KMC Constructions Limited and KMC Infratech Road Holdings Limited (together, “KMC affiliates”), and subject to necessary approvals, your Company has agreed to acquire additional 51% stake in GIPL from KMC affiliates, which would make GIPL a Wholly-Owned Subsidiary of the Company.

Pursuant to the said SPA, your Company has on 28th March, 2018, acquired 24.98% equity shares in GIPL, thereby increasing its existing shareholding in GIPL from 49% to 73.98%. Consequently, GIPL has become a subsidiary of your Company, w.e.f. 28th March, 2018, pursuant to Section 2(87) of the Companies Act, 2013 and a “Material Subsidiary” pursuant to Regulation 16(c) of SEBI Listing Regulations, 2015 since the total income of GIPL exceeded 20% of the consolidated income of your Company during the immediately preceding Accounting Year.

As on the date of this Report, your Company has 3 (three) Subsidiaries and 4 (four) Associate Companies.

The names of companies which became or ceased to be Subsidiaries or Associate Companies, during the year, are as under:

NAME

STATUS

Guruvayoor Infrastructure

Ceased to be an Associate and

Private Limited

became a Subsidiary w.e.f. March 28,

2018.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associate Companies, pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act), read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the SEBI Listing Regulations, 2015) and in accordance with the Indian Accounting Standards specified under section 133 of the Act, Consolidated Financial Statements prepared by your Company includes financial information of its Subsidiary and Associate Companies.

Further, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements of each of the Subsidiary , included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, are available on the website of your Company, www.brnl.in.

Members interested in obtaining a copy of the Annual Accounts of the Subsidiaries may write to the Company Secretary at your Company’s Registered Office. The said Report is not reproduced here for the sake of brevity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There is no such material change and commitment affecting the financial position of your Company, which have occurred from the end of the Financial Year ended on March 31, 2018 and the date of this Report.

INITIAL PUBLIC OFFER (IPO)

Your Company came out with Initial Public Offer (IPO) of 2,93,00,000 (Two Crore, Ninety-three Lacs) fresh equity shares of face value Rs. 10/- each, at a price of Rs. 205/- per equity share (including a share premium of Rs. 195/- per share), to applicants under various categories, viz., Qualified Institutional Buyers, Non-InstitutionaI Investors and Retail Individual Investors, in September, 2017. The Equity Shares of the Company were successfully listed at BSE limited (Scrip Code: 540700) and National Stock Exchange of India Limited (Symbol: BRNL) with effect from 18th September, 2017.

Since your Company has achieved the listing status w.e.f. 18th September, 2017, the compliances of various laws with respect to provisions thereof, applicable to a listed Company, have become applicable to your Company from the said date and your Company has been complying with the same regularly.

Your Directors take this opportunity to thank all the investors for their overwhelming response to the IPO and for the confidence reposed by them.

CAPITAL STRUCTURE

At present, the Authorized Capital of the Company is Rs. 100 Crore (Rupees One Hundred Crore) divided into 10 Crore (Ten Crore) Equity Shares of Rs. 10 each.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Mr. Bajrang Kumar Choudhary (DIN: 00441872), Managing Director of your Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. His brief resume/details has been furnished in the Notice of the ensuing AGM. The Board, therefore, recommends the said re-appointment of Mr. Bajrang Kumar Choudhary.

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015.

There was no change in the Directors of your Company during the year under review.

Key Managerial Personnel

During the year under review, Mr. Sanjay Banka, Chief Financial Officer and Company Secretary of the Company resigned from the office of the Company Secretary and Compliance Officer w.e.f. close of Business hours of December 16, 2017. Mr. Sanjay Banka, however, continued as the Chief Financial Officer (CFO) of the Company.

The Board of Directors of your Company appointed Mr. Naresh Mathur (FCS: 4796), as Company Secretary and Compliance Officer of the Company, w.e.f. December 17, 2017.

As per the provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following Director / Executives of your Company are the Key Managerial Personnel as on March 31, 2018 -

Name

Designation

Mr. Bajrang Kumar Choudhary

Managing Director

Mr. Sanjay Banka

Chief Financial Officer

Mr. Naresh Mathur

Company Secretary

MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other Business. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are noted at the subsequent Board Meeting.

7 (Seven) Meetings of the Board of Directors of the Company were held during the Financial Year 2017-18 on 26th April, 2017, 21st August, 2017, 14th September, 2017, 5th October, 2017, 2nd November, 2017, 16th December, 2017 and 14th February, 2018.

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.

AUDIT COMMITTEE

The Audit Committee of your Company has been constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, 2015.

As on 31st March, 2018, the Audit Committee of your Company comprised of Mr. Brahm Dutt (Independent Director), acting as the Chairman of the Committee, Mr. Atanu Sen (Independent Director) and Mr. Bajrang Kumar Choudhary (Managing Director), acting as the Members of the Committee.

For operational convenience, the Board of Directors of your Company at its Meeting held on 29th May, 2018, has reconstituted the Audit Committee. The Committee, presently, comprises of Mr. Brahm Dutt (Independent Director), acting as the Chairman of the Committee, Mr. Pradeep Singh (Independent Director), Mr. Atanu Sen (Independent Director) and Mr. Bajrang Kumar Choudhary (Managing Director), acting as the Members of the Committee.

Mr. Naresh Mathur, Company Secretary, acts as the Secretary to the Committee.

The scope and functions of the Audit Committee is in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. The brief Terms of Reference of the Audit Committee has been provided in the Corporate Governance Report, forming part of this Annual Report.

4 (four) Meetings of the Audit Committee were held during the Financial Year 2017-18 on 26th April, 2017, 14th September, 2017, 2nd November, 2017 and 14th February, 2018.

During the year under review, there were no such instances wherein the Board had not accepted any recommendation of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of your Company has constituted a Nomination and Remuneration Committee (NRC) in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, 2015.

As on 31st March, 2018, the NRC comprised of Mr. Brahm Dutt (Independent Director), acting as the Chairman of the Committee, Mr. Pradeep Singh (Independent Director) and Mr. Atanu Sen (Independent Director) as Members of the Committee.

For operational convenience, the Board of Directors of your Company at its Meeting held on 29th May, 2018, has reconstituted the NRC. The Committee, presently, comprises of Mr. Pradeep Singh (Independent Director), acting as the Chairman of the Committee, Mr. Brahm Dutt (Independent Director) and Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director) as Members of the Committee.

Mr. Naresh Mathur, Company Secretary, acts as the Secretary to the Committee.

The scope and function of NRC is in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. The brief Terms of Reference of the Committee has been provided in the Corporate Governance Report, forming part of this Annual Report.

2 (two) meetings of the NRC were held during the Financial Year 2017-18, on 26th April, 2017 and 16th December, 2017.

The Committee has formulated the Nomination and Remuneration Policy (‘BRNL Nomination and Remuneration Policy’) which broadly lays down the various principles of remuneration viz support for strategic objectives, transparency, internal & external equity, flexibility, performance-driven remuneration, affordability and sustainability and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of your Company.

The BRNL Nomination and Remuneration Policy has been hosted on the website of the Company, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The total amount required to be spent for CSR, being 2 (two) per cent of the average net profits of your Company made during the three immediately preceding financial years, during the Financial Year 2017-18, aggregated to approximately, Rs. 1.22 Lacs.

Your Company has constituted a CSR Committee, as required in terms of Section 135 of the Companies Act, 2013 and the Rules made thereunder.

Mr. Naresh Mathur, Company Secretary, acts as the Secretary to the CSR Committee.

The brief Terms of Reference of the Committee has been provided in the Corporate Governance Report, forming part of this Annual Report.

There has been no change in the composition of CSR Committee during the year under review.

The Company has also framed a CSR Policy, in line with the provisions of Section 135 of the Companies Act, 2013, and the same has been hosted on the website of the Company, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report. Your Company strives to contribute towards CSR, as per the line items included in Schedule VII to the Companies Act, 2013.

During the year under review, 1(one) CSR Committee Meeting was held on 2nd November, 2017.

Your Company is fully aware of the fact that as a corporate citizen, it is also entrusted with the responsibility to contribute for the betterment of the society at large. For this purpose, even though the amount to be spent on CSR was Rs. 1.22. lacs, your Company voluntarily contributed a sum of Rs. 5 lacs on CSR.

During the year under review, your Company contributed to Srei Foundation, which through IISD Edu World, extended support towards promoting education among underprivileged students by bearing their educational expenses. IISD Edu World is a Company registered under Section 25 ofthe Companies Act, 1956 (now, Section 8 of the Companies Act, 2013). It manages two (2) schools which, presently, impart education up to standard IX and V, respectively, along with facilities, like, free mid-day meals, books and school dresses at concessional rates. The donations received by the entity helps to sustain the financial and educational activities undertaken by the two schools. Moreover, donation to Srei Foundation qualifies for deduction under Section 804 of the Income Tax Act, 1961.

As prescribed under Section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, an Annual Report on CSR Activities, has been set out as an Annexure to this Directors’ Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provisions of Section 134, Section 149, read with the Code for Independent Directors (Schedule IV), and Section 178 of the Companies Act, 2013, covering, inter alia, the following parameters:

During the year under review, the Board carried out annual evaluation of its own performance as well as evaluation of the working of various Board Committees, viz., Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. This exercise was carried out through a structured questionnaire prepared separately for Individual Board Members (including the Chairman and Managing Director) and Board Committees based on the criteria as formulated by the Nomination and Remuneration Committee and in context of the Guidance note dated January 05, 2017 issued by SEBI.

Based on these criteria, the performance of the Board, various Board Committees and of the Individual Directors (including Independent Directors) was evaluated and found to be effective.

During the year under review, the Independent Directors of your Company reviewed the performance of Non-Independent Directors and Chairperson of your Company, taking into account the views of Executive Director and Non-Executive Directors. They hold an unanimous opinion that the Non-Independent Director, viz Managing Director brings to the Board, abundant knowledge in his respective field and is an expert in his area. Besides, he is insightful, convincing, astute, with a keen sense of observation, mature and have a deep knowledge of your Company.

The Board, as a whole, is an integrated, balanced and cohesive unit, where diverse views are expressed and discussed when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.

The Chairman has abundant knowledge, experience, skills and understanding of the Board’s functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity.

Board Committees are adequately composed (in terms of size, skill, expertise, experience, etc) to carry out the responsibilities and addressing the objectives for which it has been set up by the Board. Also, there is clarity between the Board, Management and Committee w.rt. the role played by the committee.

The information flow between your Company’s Management and the Board is complete, timely with good quality and sufficient quantity.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company is engaged in infrastructure sector, as stated in the Schedule VI to the Companies Act, 2013. By virtue of the provisions of Section 186(11), the provisions of Section 186, read with the Companies (Meeting of the Board and its Powers) Rules, 2014, as amended from time to time, relating to loan made, guarantee given or security provided, do not apply to your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Transactions Policy has been devised by your Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on your Company’s website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

Related Party Transactions entered into during the Financial Year ended 31st March, 2018, were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015 and were reviewed and approved by the Audit Committee of the Company.

Further, there are no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, during the year under review, which may have a potential conflict with the interest of the Company at large. Members may refer to the Notes to the Financial Statements for details of related party transactions.

Further, in terms of Regulation 23 of the SEBI Listing Regulations, 2015, the Board of Directors recommend to the Shareholders of your Company to confirm and approve related party transactions, being material in terms of the said Regulations, at the ensuing Annual General Meeting of the Company.

POLICY FOR DETERMINING ‘MATERIAL’ SUBSIDIARIES

Your Company has formulated a Policy for determining Material Subsidiaries in accordance with the applicable laws. The said Policy is available on your Company’s website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

As on March 31, 2018, Orissa Steel Expressway Private Limited (OSEPL) and Guruvayoor Infrastructure Private Limited (GIPL) are the Material Subsidiaries of your Company, as per Regulation 16(1)(c) of the SEBI Listing Regulations, 2015.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another’s work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his/her maximum potential.

Your Company has put in place a ‘Policy on Prevention of Sexual Harassment’ as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The Policy is meant to sensitize the employees about their fundamental right to have a safe and healthy environment at workplace. As per the Policy, any employee may report his/ her complaint to the Internal Complaint Committee constituted for this purpose. The said Policy is available on your Company’s website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

During the year under review, no cases of Sexual Harassment of Women were reported.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Your Company has formulated a Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013, and Regulation 22 of SEBI Listing Regulations, 2015 in order to encourage Directors and employees of your Company to escalate to the level of the Audit Committee, any issue of concerns impacting and compromising with the interest of your Company and its stakeholders in any way. Your Company is committed to adhere to highest standards of ethical, moral and legal business conduct and to open communication, and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith.

The Company has also designated whistleblower@brnl.in, an e-mail ID for providing access to the employees of the Company to disclose any unethical and improper practice taking place in the Company for appropriate action and reporting. The said Policy is available on your Company’s website, www.brnl.in and a link to the said Policy has been provided elsewhere in this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the Financial Year 2017-18, no significant and material orders have been passed by regulators or courts or tribunals, impacting the going concern status and your Company’s operations in future.

AUDITORS

At the Tenth Annual General Meeting (AGM) of your Company held on December 16, 2017, Messrs S.S. Kothari Mehta & Co., Chartered Accountants, having Registration No. 000756N, allotted by the Institute of Chartered Accountants of India (ICAI), were appointed as Statutory Auditors of your Company, to hold office for a term of 5 (five) years, from the conclusion of the 10th AGM till the conclusion of the 15th AGM of your Company, in accordance with Section 139 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder.

Further, pursuant to the provisions of the Companies (Amendment) Act, 2017, the requirement for ratification of the aforesaid Appointment of Statutory Auditors of the Company, by its Members, at every AGM, has been removed with effect from 7th May, 2018. Hence, ratification of aforesaid appointment every year till 15th AGM of your Company does not need to be placed before the shareholders.

AUDIT QUALIFICATIONS

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. S.S. Kothari Mehta & Co., Chartered Accountants, the Statutory Auditors of the Company, except Para titled “Emphasis Matter” in the Auditors’ Report, which are self-explanatory and the same is detailed in Note 27.4 to the Financial Statements.

Further, the Statutory Auditors have not reported any incident of fraud, during the year under review, to the Audit Committee of your Company.

SECRETARIAL AUDIT

Your Company has appointed M/s. K Arun & Co, Practicing Company Secretary, as the Secretarial Auditor of the Company, for the Financial Year 2017-18, to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the Financial Year ended March 31, 2018 does not contain any qualification, reservation or adverse remark or disclaimer and has been set out as an Annexure to this Directors’ Report.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return, as on the Financial Year ended March 31, 2018, in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, has been set out as an Annexure to this Directors’ Report.

BRNL WEBSITE

The website of your Company, www.brnl.in, has been successfully running on the responsive technology based platform, known as ‘Drupal’, ensuring uniform display across all devices, like, mobile, tab, desktop, etc., and all the operating systems. The website has an inbuilt sophisticated and customized content management system for easy change in content. A simple, improved navigation system enables the users to access the requisite information from different sections of the website with lesser number of clicks. The contemporary and smart look of the new website conforms to your company’s brand guideline, while taking a customer and investor centric approach catering to the requirements of prospective customers, investors, employees and other stakeholders.

The site carries a comprehensive database of information of interest to the investors, including the Financial Results of your Company, dividend declared, Shareholding Pattern, any price sensitive information disclosed to the Regulatory Authorities from time to time, investor presentations, corporate profile and business activities, including project details of your Company and the services rendered by your Company.

PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been set out as an Annexure to this Directors’ Report.

Your Company has no activity relating to Conservation of Energy and Technology Absorption, as stipulated in Rule 8(3) of the Companies (Accounts) Rules, 2014. However, your Company uses information technology extensively in its operations and also continues its endeavour to improve energy conservation and utilization, safety and environment in operation of its Subsidiary and Associate Companies.

Your Company’s operations are local and it has not earned and spent any foreign exchange during the year under review (Previous Year - Nil).

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3) and 134(5) of the Companies Act, 2013 (‘Act’), read with relevant Rules made thereunder, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the Financial Year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the Financial Year and of the profit of your Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2018 on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Further, your Directors confirm that your Company has adequate internal systems and controls in place to ensure compliance of laws applicable to your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board/ Committee Meetings and General Meetings.

INSIDER TRADING CODE

The Company has adopted a code of conduct to regulate, monitor and report trading by insiders (the Code) under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code is applicable to all Directors, Designated Employees and Insiders, who are expected to have access to Unpublished Prices Sensitive Information (UPSI). The Company Secretary is the Compliance Officer for monitoring adherence to the applicable Regulations.

CORPORATE GOVERNANCE

Your Company strives to achieve highest standards of Corporate Governance and to take necessary steps at appropriate times for enhancing and meeting stakeholders’expectations while complying with the mandatory provisions of Corporate Governance.

As required under Regulation 34(3) of the SEBI Listing Regulations, 2015, read with Schedule V thereto, a separate section on Corporate Governance and a Certificate from M/s. K. Arun & Co, Practicing Company Secretary, Kolkata, confirming compliance with the requirements of Corporate Governance, forms part of this Annual Report.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions w.r.t these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise;

- Issue of sweat equity shares;

- Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

- There was no revision in the Financial Statements; and

- There was no change in the nature of business.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the excellent support and co-operation received from Financial Institutions, Bankers, National Highway Authority of India (NHAI), Ministry of Corporate Affairs, Registrar of Companies, EPC Partners and SPV Partners and other stakeholders during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution made by the Company’s employees and look forward to their continued cooperation in realization of motto of the Company, “Behtar Raste, Badhta Bharat” in the years to come, as a Key partner of “MAKE IN INDIA” plans.

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